1. General provisions, scope
1.1. We deliver exclusively under the following terms. Deviating terms of the buyer apply only insofar as they match our terms or we have expressly agreed to their validity in writing. These terms of sale also apply if we carry out deliveries without reservation in the knowledge of terms of the buyer that conflict with or deviate from these terms of sale.
1.2. These General Terms of Sale and Delivery apply only to entrepreneurs. In this form they also apply to future contracts between Pedlar as seller and the buyer, even if they are not presented separately again.
2. Offers
2.1. Our offers are non-binding. They may be revoked until the buyer’s order is received.
2.2. We may accept offers from the buyer within a period of two weeks. We reserve the right to decline offers.
3. Delivery
3.1. Insofar as we or the suppliers we commission provide packaging and means of transport, only the packaging terms to be specifically agreed between the buyers and the suppliers apply. If the buyer is in default with the return of means of transport (e.g. pallets and the like), we reserve the right in every case to invoice the buyer for the costs and rents incurred.
3.2. Our obligation to deliver is suspended for as long as the buyer is in default with a liability. If the buyer is in default of acceptance or culpably breaches other duties to cooperate, we are entitled to demand compensation for damages, including any additional expenses. Further claims remain reserved.
3.3. Loading and shipping take place in accordance with the agreements with our supplier. With regard to the type and route of shipping, we will take the buyer’s wishes and interests into account as far as possible. Any resulting additional costs, including where freight on delivery has been agreed, are borne by the buyer.
3.4. Where freight has been agreed, the prices we state are based on the freight rates and ancillary charges valid at the time of the offer. These prices may be adjusted in our favor or to our disadvantage to reflect changed freight and ancillary charge rates for the delivery, without the buyer having a right of withdrawal in this respect.
3.5. Delivery is subject to correct and timely self-supply. If the agreed delivery date or delivery period is not met, we are liable for damages only in the case of intentional or grossly negligent conduct.
3.6. Circumstances or events for which we are not responsible and which delay delivery, make it impossible or unreasonably difficult, e.g. war, government intervention, natural disasters, accidents, traffic and operational disruptions, shortages of raw materials or energy, strikes or lockouts, release us from the obligation to deliver for the duration of the hindrance and a reasonable start-up period, even if they occur at our upstream suppliers. If the hindrance is not expected to end within a reasonable time, we are entitled to withdraw from the contract in whole or in part without any obligation to make subsequent delivery.
4. Prices
4.1. Unless otherwise agreed, all deliveries are made carriage forward ex manufacturer’s works or warehouse, excluding all ancillary costs (in particular transport, customs, packaging and insurance costs, and costs of taking back and disposing of the packaging). The prices stated in our offers show VAT separately.
4.2. Our prices are shown in an explicit offer. The buyer must pay the price plus VAT at the statutory rate applicable on the day the goods are handed over. We reserve the right to increase our prices appropriately if, for contracts where more than three months lie between the conclusion of the contract and the agreed delivery or the last partial delivery, cost increases occur that we could not foresee and are not responsible for, in particular due to material costs, increases in raw material prices, auxiliary material prices, collective wage agreements, freight or public charges. In doing so, we will offset cost reductions and cost increases against each other. We will provide evidence of the change in costs to the customer on request.
5. Payment
5.1. Invoices are payable net by the 14th day after invoicing, unless other individual agreements have been made. The timeliness of payment depends on receipt of the amount at our unreserved disposal.
5.2. We reserve the right to send the invoice electronically by email. In the event that personal data are transmitted to us, the buyer is obliged to inform the persons concerned in good time about the data processing by us in accordance with Article 14 of the EU General Data Protection Regulation No. 2016/679; we refrain from informing the data subject.
5.3. The submission of bills of exchange requires our consent; bill charges and costs, as well as the risk of timely presentation and protest, are borne by the buyer.
5.4. If the payment deadline is exceeded or payment is not made in full and on time, the buyer is in default, even without a reminder, at the latest 30 days after the due date and receipt of the invoice. From the onset of default, without prejudice to other claims, we are entitled to demand interest on payment claims at 9 percentage points above the applicable base rate pursuant to Section 247 of the German Civil Code (BGB).
5.5. If the buyer is in default of payment or if there are justified doubts about its ability to pay, we are entitled to make all claims against it immediately due and/or to demand security even before delivery, to withhold outstanding deliveries under this and other contracts in whole or in part, or to withdraw from the existing contracts.
5.6. The buyer is entitled to set-off only with our written consent or with claims that have been finally adjudicated or are undisputed.
5.7. In addition to § 5.1, Pedlar is entitled to issue an advance invoice (“Vorkasse-Rechnung” within the meaning of these Terms) if (i) the expected delivery time from the order confirmation is more than 14 calendar days and (ii) Pedlar is obliged to make advance performance to its upstream supplier, or the order is a special procurement, customer-specific goods or an import. The advance invoice may be issued before the goods are received; its payment term is 14 days in accordance with § 5.1. The designation “Vorkasse-Rechnung” does not create an obligation of advance performance on the part of the buyer; delivery is not made dependent on prior receipt of payment. § 3.2 and § 5.5 remain unaffected. Pedlar informs the buyer of the need for the advance invoice and of the expected delivery time as part of the order confirmation.
5.8. For the setup of software, Pedlar charges a flat-rate fee of €30 plus statutory VAT per appointment. The flat rate falls due when the appointment is arranged and is not credited against any further services billed by time and effort. If a confirmed setup appointment is not cancelled at least 24 hours before the appointment, or cannot be carried out for reasons for which the buyer is responsible (in particular missing system requirements, missing access, or the contact person not appearing or not being reachable), the flat rate is still payable; for a newly arranged appointment the flat rate is payable again. The buyer reserves the right to prove lower damage; Pedlar reserves the right to prove higher damage. The buyer’s general duties to cooperate remain unaffected.
6. Warranty
6.1. Claims for defects by a buyer who is a merchant require that the buyer properly fulfills the duties of inspection and notification owed under Section 377 of the German Commercial Code (HGB), i.e. gives written notice of obvious defects without undue delay after delivery and of hidden defects without undue delay after discovery, stating the product complained of, the type of defect, the batch number, the delivery date and the object in which the goods were to be used. Non-merchants lose their warranty rights in the case of obvious defects, unless freedom from defects was warranted or there was fraudulent intent, if they do not give written notice within 14 days of handover. We provide no warranty for defects that arise from improper processing or use by the buyer or from processing or use contrary to instructions.
6.2. Without prejudice to Section 202(1) of the German Civil Code (BGB), claims for defects by the buyer become time-barred within 12 months of delivery or handover or acceptance at the place of performance.
6.3. If there is a defect and it is properly notified in accordance with the above provision, we primarily provide replacement delivery or rectification. If this fails, the buyer may, at its option, withdraw from the contract or reduce the remuneration.
7. Limitation of liability
We are liable for intent and gross negligence and for culpable breach of essential contractual obligations. In the case of a slightly negligent breach of essential contractual obligations, our liability is limited to the foreseeable damage typical for the contract. Liability for culpable injury to life, body or health remains unaffected; this also applies to liability under the German Product Liability Act. Further claims for damages are excluded.
When handling events, Pedlar generally does not act as the organizer, but provides support services on behalf of the buyer (in particular procurement, logistics, billing). The organizer is the buyer named in the offer and order documents; any deviation requires express written agreement. The organizer is responsible for all public-law and civil-law obligations of the event (in particular official permits, safety obligations and duties to maintain safety, protection of minors, GEMA/GVL). Pedlar is liable for damage, claims or obligations arising from the staging of or participation in the event only in accordance with § 7; in all other respects liability is excluded. The buyer indemnifies Pedlar against third-party claims that result from the staging of the event and fall within the organizer’s area of responsibility; this excludes claims based on a breach of duty by Pedlar.
8. Retention of title
8.1. The goods remain our property until all claims we hold against the buyer, including balance claims, have been paid in full. Treatment and processing are always carried out for us, excluding any acquisition of ownership by the person treating or processing the goods, but without obligating us. If the item is processed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the purchased item to the value of the new item.
8.2. If the goods are inseparably mixed with other items not belonging to us, we acquire co-ownership of the new item in proportion to the value of the goods to the other mixed item at the time of mixing, subject to the condition subsequent of full payment of the purchase price. If the mixing is carried out in such a way that the buyer’s item is to be regarded as the main item, it is deemed agreed that the buyer transfers proportional co-ownership to us, subject to the condition subsequent of full payment of the purchase price. The buyer holds the sole ownership or co-ownership thus created in safekeeping for us.
8.3. The buyer is entitled to sell the goods subject to retention of title in the ordinary course of business; this entitlement expires if the buyer is in default or agrees with its customers that the claim cannot be assigned.
8.4. If the buyer sells the goods, it hereby assigns to us now all resulting claims against its customer in full, including where they contain remuneration for work, with all ancillary rights, in particular securities, but at most up to 110% of the outstanding claims. We accept this assignment. Sentence 1 also applies if the buyer processes, mixes or blends the goods with goods supplied by us. On request, the buyer is obliged to disclose the assignment and to provide the necessary information and documents. If the buyer has agreed a current account relationship with its contractual partners, the advance assignment also extends to the balance claim from this current account relationship.
8.5. The buyer is revocably entitled to collect the claims assigned to us itself, provided that it is not in default.
8.6. If we exercise the retention of title, the buyer is obliged to return the goods at its own expense and loses its right to possession. It is liable for the loss in value and the costs of taking back the goods, as well as for lost profit. It must notify us immediately if a third party interferes with our rights.
8.7. We undertake to release the securities due to us at the buyer’s request insofar as the value of the securities exceeds the claims to be secured by 10%. The choice of securities to be released is ours.
9. Place of performance and jurisdiction
9.1. The place of performance for delivery is the respective place of dispatch of the goods; for payment it is our registered office.
9.2. The place of jurisdiction for all disputes arising from the contractual relationship and concerning its formation and validity (including actions on bills of exchange and checks) is our registered office if the buyer is a merchant, a legal entity under public law or a special fund under public law. However, we may also sue the buyer at its general place of jurisdiction.
10. Privacy
For information on data protection, please see our privacy policy. You can find it at: https://www.pedlar.de/en/privacy/
11. Final provisions
11.1. Should any of the above provisions be invalid or not have become part of the contract, this does not affect the validity of the remaining provisions. For this case, the parties already now undertake to enter into negotiations with the aim of replacing the invalid provision with a clause that comes closest to what the parties economically intended with the previous provision.
11.2. The legal provisions between the buyer and us are governed exclusively by German law, excluding the rules of private international law.
Last updated: 09/2025